Paul J Richardson Form 4 Walt Disney / Paul J Richardson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Richardson Paul J

(Last) (First) (Middle)

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK CA 91521

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Walt Disney Co [ DIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. EVP and Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Restricted Stock Unit	12/17/2021		M		988(1)	A	(2)	988	D
Restricted Stock Unit	12/17/2021		F		490(3)	D	$148.205	498	D
Restricted Stock Unit	12/17/2021		M		884(4)	A	(2)	1,382	D
Restricted Stock Unit	12/17/2021		F		439(5)	D	$148.205	943	D
Restricted Stock Unit	12/19/2021		M		1,354(6)	A	(2)	2,297	D
Restricted Stock Unit	12/19/2021		F		672(7)	D	$148.205	1,625	D
Restricted Stock Unit	12/19/2021		M		1,307(8)	A	(2)	2,932	D
Restricted Stock Unit	12/19/2021		F		649(9)	D	$148.205	2,283	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	12/17/2021		M			988	(1)	(1)	Disney Common Stock	988	$0	1,976	D
Restricted Stock Unit	(2)	12/17/2021		M			884	(4)	(4)	Disney Common Stock	884	$0	1,767	D
Restricted Stock Unit	(2)	12/19/2021		M			1,354	(6)	12/19/2021	Disney Common Stock	1,354	$0	0	D
Restricted Stock Unit	(2)	12/19/2021		M			1,307	(8)	(8)	Disney Common Stock	1,307	$0	1,308	D

Explanation of Responses:

1. Vesting of shares connected with grant under The Walt Disney Company's 2011 Amended and Restated Stock Plan. The remaining stock units vest as to 988 stock units on each December 17 of 2022 and 2023.

2. Restricted stock units convert into common stock at 1-for-1.

3. The 490 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction.

4. Vesting of shares connected with grant under The Walt Disney Company's 2011 Amended and Restated Stock Plan. The remaining stock units vest as to 883 stock units on December 17, 2022, and as to 884 stock units on December 17, 2023.

5. The 439 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction.

6. Vesting of shares connected with grant under The Walt Disney Company's 2011 Amended and Restated Stock Plan. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.

7. The 672 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction.

8. Vesting of shares connected with grant under The Walt Disney Company's 2011 Amended and Restated Stock Plan. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof. The remaining 1,308 stock units vest on December 19, 2022.

9. The 649 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction.

Remarks:

	/s/ Jolene E. Negre as attorney-in-fact	12/21/2021
	** Signature of Reporting Person	Date
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